Northwest Bancshares, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. There were no changes made in our internal controls during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. See Management’s Report On Internal Control Over Financial Reporting - filed herewith under Part II, Item 8. “Financial Statements and Supplementary Data”. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, no directors or officers of the Company, as defined in Section 16 of the Exchange Act, adopted. modified or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE A copy of the Code of Ethics is available to shareholders on the “Governance Documents” portion of the Investor Relations’ section on the Company’s website at www.northwest.com. Information contained on our website is not deemed part of or incorporated by reference into this annual report on Form 10-K or any other report filed with the SEC. The Company maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees that the Company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards. In addition, it is the Company’s policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in the Company’s securities. A copy of our insider trading policy is filed as Exhibit 19 to this annual report on Form 10-K. Except for the information relating to our Code of Ethics and insider trading policies and procedures set forth in the two preceding paragraphs, we incorporate by reference the information responsive to this Item appearing in our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which will be filed no later than 120 days after December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION We incorporate by reference the information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS We incorporate by reference the additional information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025. The Company does not have any equity compensation program that was not approved by stockholders. 135 Table of Contents Set forth below is certain information as of December 31, 2025 regarding equity compensation plans that have been approved by stockholders. Equity compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and right (1) Number of securities remaining available for issuance under plan Northwest Bancshares, Inc. 2011 Equity Incentive Plan 681,334 14.97 — Northwest Bancshares, Inc. 2018 Equity Incentive Plan 1,530,260 14.79 — Northwest Bancshares, Inc. 2022 Equity Incentive Plan — — 917,306 Total 2,211,594 14.84 917,306 (1) Reflects exercise price of options only. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE We incorporate by reference the additional information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is KPMG LLP , Pittsburgh, PA , Auditor Firm ID: 185 . We incorporate by reference the additional information responsive to this Item appearing in our 2026 Proxy Statement, which will be filed no later than 120 days after December 31, 2025. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following documents are filed as part of this Form 10-K. (A) Management’s Report on Internal Control Over Financial Reporting (B) Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (C) Report of Independent Registered Public Accounting Firm (D) Consolidated Statements of Financial Condition at December 31, 2025 and 2024 (E) Consolidated Statements of Income for the Years ended December 31, 2025, 2024 and 2023 (F) Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023 (G) Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2025, 2024 and 2023 (H) Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023 (I) Notes to the Consolidated Financial Statements 136 Table of Contents (a)(2) Financial Statement Schedules None. (a)(3) Exhibits Regulation S-K exhibit number Document Reference to prior filing or exhibit number attached hereto 2.1 Agreement and Plan of Merger by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc. dated December 16, 2024. * Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on December 20, 2024. 3.1 Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 3.2 Articles of Amendment to Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 3.3 Amended and Restated Bylaws of Northwest Bancshares, Inc. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 25, 2025. 4.1 Form of Common Stock Certificate. Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 4.2 Description of Registrant’s Securities. Certain instruments defining the rights of holders of long-term obligation of the Registrant (the total amount of securities authorized under each of which does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis) are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. We agree to furnish copies of any such instruments to the Securities and Exchange Commission upon request. Filed herewith as Exhibit 4.2. 10.1 Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.2 Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.3 Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.4 Northwest Bank Annual Performance Award Plan. Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 22, 2022. 10.5 Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 137 Table of Contents 10.6 Northwest Bancshares, Inc. 2011 Equity Incentive Plan. Incorporated by reference to the Appendix A to the Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 1, 2011. 10.7 Northwest Bancshares, Inc. 2018 Equity Incentive Plan. Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 7, 2018. 10.8 Northwest Bancshares, Inc. 2022 Equity Incentive Plan. Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 10, 2022. 10.9 Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. 10.10 Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. 10.11 Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. 10.12 Form of Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan. Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. 10.13 Form of Performance Stock Unit Award Agreement under the 2022 Equity Incentive Plan. Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. 10.14 Form of Restricted Stock Award Agreement under the 2022 Equity Incentive Plan. Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. 10.15 Amended and Restated Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Louis J. Torchio. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 25, 2025. 10.16 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Scott J. Watson. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 23, 2024. 10.17 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Greg J. Betchkal. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 23, 2024. 10.18 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Jacques M. DesMarteau. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 25, 2025. 10.19 Retirement Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank. Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. 10.20 Independent Contractor Consulting Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank. Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. 138 Table of Contents 10.21 Amended and Restated Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Douglas M. Schosser. Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 25, 2025. 10.22 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Urich Bowers. Filed herewith as Exhibit 10.22 10.23 Form of Change in Control Agreement for Certain Other Executive Officers Filed herewith as Exhibit 10.23 19 Insider Trading Policy. Filed herewith as Exhibit 19. 21 Subsidiaries of Registrant. Filed herewith as Exhibit 21. 23 Consent of KPMG LLP. Filed herewith as Exhibit 23. 24 Power of Attorney. Not required. 31.1 Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith as Exhibit 31.1. 31.2 Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith as Exhibit 31.2. 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** Furnished herewith as Exhibit 32. 97 Policy Relating to Recovery of Extraneously Awarded Compensation. Filed herewith as Exhibit 97. 101 Interactive Data File (XBRL). Filed herewith as Exhibit 101. 104 Cover Page Interactive Data File (XBRL). Filed herewith as Exhibit 104. * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but Northwest Bancshares, Inc. will provide them to the Securities and Exchange Commission upon request. ** Indicates a document being furnished with this annual report on Form 10-K. Information in this annual report on Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. ITEM 16. FORM 10-K SUMMARY Not applicable. 139 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHWEST BANCSHARES, INC. Date: February 25, 2026 By: /s/ Louis J. Torchio Louis J. Torchio, President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: February 25, 2026 By: /s/ Louis J. Torchio Louis J. Torchio, President and Chief Executive Officer (Principal Executive Officer) Date: February 25, 2026 By: /s/ Douglas M. Schosser Douglas M. Schosser, Chief Financial Officer (Principal Financial Officer) Date: February 25, 2026 By: /s/ Joseph D. Canfield Jr. Joseph D. Canfield Jr., Chief Accounting Officer (Principal Accounting Officer) Date: February 25, 2026 By: /s/ Timothy M. Hunter Timothy M. Hunter, Chairman and Director Date: February 25, 2026 By: /s/ Robert M. Campana Robert M. Campana, Director Date: February 25, 2026 By: /s/ Deborah J. Chadsey Deborah J. Chadsey, Director Date: February 25, 2026 By: /s/ Wilbur R. Davis Wilbur R. Davis, Director Date: February 25, 2026 By: /s/ Timothy B. Fannin Timothy B. Fannin, Director Date: February 25, 2026 By: /s/ Richard A. Grafmyre Richard A. Grafmyre, Director Date: February 25, 2026 By: /s/ John P. Meegan John P. Meegan, Director Date: February 25, 2026 By: /s/ Mark A. Paup Mark A. Paup, Director Date: February 25, 2026 By: /s/ David M. Tullio David M. Tullio, Director Date: February 25, 2026 By: /s/ Pablo A. Vegas Pablo A. Vegas, Director Date: February 25, 2026 By: /s/ Amber L. Williams Amber L. Williams, Director 140